UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 627, 2024

CLS HOLDINGS USA, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-55546		45-1352286
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

516 S. 4^th Street
Las Vegas, Nevada		89101
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 359-4666

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

AnAmendments annual meeting of stockholders of CLS Holdings USA, Inc. (the “Company”) was held on Wednesday, November 6, 2024 (the “Annual Meeting”). There were present, in person or by proxy, holders of 146,869,632 shares of common stock, which constituted 83.35% of the 176,195,435 shares eligible to ~~vote~~Convertible atDebentures ~~the Annual Meeting.~~

~~Proposal~~On December 27, 2024, CLS Holdings USA, Inc. (“CLS” or the “Company”) executed a Supplemental Indenture to amend that certain debenture indenture by and between the Company and Odyssey Trust Company, as Trustee, dated as of December 12, 2018, as supplemented March 31, 2021, as supplemented September 15, 2022, and as supplemented December 28, 2023 (collectively, the “Debenture Indenture”), in order to amended the terms of its outstanding US$1:,378,778 ~~The~~principal ~~proposal~~amount unsecured convertible debentures (the “December Debentures”) issued December 12, 2018 to ~~elect~~provide ~~Ross~~the ~~Silver~~Company an option to ~~serve~~redeem ~~for~~all outstanding December Debentures in cash at a ~~three-year~~redemption ~~term~~price asequal ~~the~~to ~~Class~~US$600 Iper ~~director~~US$1000 ~~was~~principal ~~approved~~amount ~~with~~of December Debentures; any accrued but unpaid interest through to and including the ~~following~~redemption ~~votes:~~date shall not be paid and shall be cancelled.

For	Abstain
142,025,983	348,475

Item 9.01 Financial Statements and Exhibits.

~~Of the shares voted, 100% voted in favor of Proposal 1.~~Exhibits

Proposal 2: The proposal to ratify the appointment of M&K CPAs, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2025 was approved with the following votes:

4.1		Supplemental Indenture dated December 27, 2024 to Debenture Indenture dated December 12, 2018, as supplemented on March 31, 2021, supplemented on September 15, 2022, and as supplemented on December 28, 2023 by and between the Company and Odyssey Trust Company
104		Cover Page Interactive Data File (formatted as Inline XBRL)

For	Against	Abstain
146,559,674	259,142	50,816

SIGNATURES

OfPursuant to the ~~shares~~requirements ~~voted,~~of ~~99.82%~~the ~~voted~~Securities inExchange ~~favor~~Act of ~~Proposal~~1934, 2the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

		CLS HOLDINGS USA, INC.


Date: December 31, 2024		By: /s/ Andrew Glashow
		Andrew Glashow Chairman and Chief Executive Officer

	CLS HOLDINGS USA, INC.
Date: November 6, 2024	By:	/s/ Andrew Glashow
		Andrew Glashow
		CEO and Chief Executive Officer

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